TRANSFER AGREEMENT IN RESPECT OF CDMA NETWORK CAPACITY LEASING AGREEMENT between China United Telecommunications Corporation Ltd. and China Unicom Corporation Limited October 26, 2006

Exhibit 4.39

TRANSFER AGREEMENT
IN RESPECT OF CDMA NETWORK CAPACITY
LEASING AGREEMENT

between

China United Telecommunications Corporation Ltd.

and

China Unicom Corporation Limited

October 26, 2006

     This Transfer Agreement in respect of CDMA Network Capacity Leasing Agreement (hereinafter referred to as the “Agreement”) has been entered into by the parties hereto on October 26, 2006 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC”):

(1)		Transferor:
		China United Telecommunications Corporation Ltd. (hereinafter referred to as “Unicom A Share Company”)
		Address: 29/F, Xx. 0000 Xxxxxxxxx Xxxx, Xxxxxxxx
		Xxxxx representative: Xxxxx Xxxxxxxx
(2)		Transferee:
		China Unicom Corporation Limited (hereinafter referred to as “Unicom Operating Company”)
		Address: Xxxxx 00, Xxxxxx Xxxxx 0, Xxxxxxxxx Xxxxxx, 00 Xxxxxxxxxx Neidajie, Beijing
		Legal representative: Xxxxx Xxxxxxxx

WHEREAS:

(1) China United Telecommunications Corporation (hereinafter referred to as the “Unicom Group”) is a company with limited liability established and validly existing under the PRC laws and engages in the operation of comprehensive telecommunications business. Unicom A Share Company is a joint stock limited company established and existing under the PRC laws. Its shares have been listed and traded on the Shanghai Stock Exchange (hereinafter referred to as the “SSE”) since October 9, 2002. Unicom Group is the controlling shareholder of Unicom A Share Company;

(2) Unicom A Share Company indirectly controls China Unicom Limited (hereinafter referred to as “Unicom Red Chip”) through China Unicom (BVI) Limited (hereinafter referred to as “Unicom BVI”). Unicom Red Chip is a company with limited liability incorporated in the Hong Kong Special Administrative Region of the PRC (hereinafter referred to as “Hong Kong”) and its shares are listed and traded in Hong Kong and the U.S. respectively;

(3) Unicom Operating Company is a foreign invested enterprise established and existing under the PRC laws and is wholly owned by Unicom Red Chip. Unicom Operating Company principally engages in the operation of international and domestic long distance communications business (excluding international communications facilities business) within the PRC, internet business and IP

telephone business, as well as mobile communications business in 30 provinces, autonomous regions and municipalities covering Beijing, Tianjin, Shanghai, Liaoning, Hebei, Shandong, Jiangsu, Zhejiang, Fujian, Guangdong, Hubei, Anhui, Sichuan, Xinjiang, Chongqing, Shaanxi, Guangxi, Henan, Heilongjiang, Jilin, Jiangxi, Shanxi, Inner Mongolia, Hunan, Hainan, Yunnan, Ningxia, Gansu, Qinghai and Tibet;

(4) On August 12, 2002, Unicom Group and Unicom A Share Company signed a Memorandum in respect of transactions between Unicom Group or its subsidiaries (excluding Unicom A Share Company and subsidiaries controlled by Unicom A Share Company) and Unicom Red Chip (a company indirectly controlled by Unicom A Share Company) and its subsidiaries after the listing of the shares of Unicom A Share Company (hereinafter referred to as the “Memorandum on Connected Transactions”). According to the understanding reached under the Memorandum on Connected Transactions, if based on the Rules Governing the Listing of Shares on the Shanghai Stock Exchange (hereinafter referred to as the “SSE Listing Rules”) applicable from time to time, transactions between Unicom Red Chip or its subsidiaries and Unicom Group or its subsidiaries (excluding Unicom A Share Company and its controlling subsidiaries) are subject to the approval of the minority shareholders of Unicom A Share Company, and at the same time, based on the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “HKSE Listing Rules”) applicable from time to time, they are deemed to be connected transactions that are subject to the approval of the minority shareholders of Unicom Red Chips, such connected transactions shall be conducted in two steps: First step: an agreement shall be entered into between Unicom Group or its subsidiaries (excluding Unicom A Share Company and any subsidiaries controlled by it) and Unicom A Share Company or Unicom BVI in respect of any proposed transaction to specify the rights and obligations of the parties under the agreement (including, but not limited to, Unicom Group agreeing to the transfer of the rights and obligations of Unicom A Share Company or Unicom BVI under agreements to Unicom Red Chip or its subsidiaries); Second step: the transfer of the rights and obligations under the above-mentioned agreement by Unicom A Share Company or Unicom BVI to Unicom Red Chip or its subsidiaries;

(5) For the purpose of the operation of telecommunications business by Unicom Operating Company, pursuant to the relevant requirements under the SSE Listing Rules, HKSE Listing Rules and Memorandum on Connected Transactions, Unicom Group and its subsidiaries (excluding Unicom A Share Company and any subsidiaries controlled by it) entered into the CDMA Network Capacity Leasing Agreement with Unicom Operating Company in 2005 (hereinafter referred to as the “Original CDMA Leasing Agreement”), and based on the above agreement, reached a series of continuing connected transactions arrangements (hereinafter referred to as the “Continuing Connected Transaction Arrangements”), which have been announced in accordance with the respective listing rules applicable to Unicom A Share Company and Unicom Red Chip Company and approved by

their respective independent shareholders. The above Continuing Connected Transaction Arrangements have a term of two years, commencing from January 1, 2005 and ending on December 31, 2006; and

(6) On October 26, 2006, Unicom Group, Unicom New Horizon and Unicom A Share Company entered into the CDMA Network Capacity Leasing Agreement.

     Based on the actual implementation and amendments made since the Original CDMA Leasing Agreement came into effect, after the joint review and discussion and on the basis of equality and mutual benefit, the parties hereto hereby agree on the following:

1. Subject to the fulfillment of the conditions specified in Article 6 of this Agreement, the Transferor hereby agrees to transfer all its rights and obligations as stipulated in the CDMA Network Capacity Leasing Agreement and its annexes (including, but not limited to, the governing law and methods for the settlement of disputes) to the Transferee, and the Transferee hereby agrees to accept the transfer of the rights and obligations of the Transferor under the CDMA Network Capacity Leasing Agreement.

2. Once the Transferor has transferred its rights and obligations under the CDMA Network Capacity Leasing Agreement to the Transferee, the Transferee shall immediately assume all the rights and obligations of the transferor under the CDMA Network Capacity Leasing Agreement. The transferor shall immediately no longer have such rights and obligations under the CDMA Network Capacity Leasing Agreement that have been assumed by the Transferee.

3. The Transferor confirms that pursuant to Article 21 of the CDMA Network Capacity Leasing Agreement, Unicom Group and Unicom New Horizon have irrevocably agreed that the Transferor is entitled to transfer its rights and obligations under the CDMA Network Capacity Leasing Agreement to the Transferee and its subsidiaries or Unicom Red Chip and any of its subsidiaries, and that the transfer by the Transferor of its rights and obligations under the CDMA Network Capacity Leasing Agreement to the Transferee and its subsidiaries or Unicom Red Chip and any of its subsidiaries is not subject to any further consent from Unicom Group and Unicom New Horizon.

4. Each of the parties hereto warrants that it has the rights, powers and authority to enter into and perform this Agreement. This Agreement shall constitute legal, valid and binding obligations to the parties.

5. The Transferee agrees to retain and perform the Transferor’s past and future rights and obligations under the CDMA Network Capacity Leasing Agreement pursuant to the terms and conditions of the “CDMA Network Capacity Leasing Agreement within the effective term of the CDMA Network Capacity Leasing Agreement.

6. Effectiveness

Subject to the fulfillment of the following conditions, this Agreement shall become effective simultaneously with the CDMA Network Capacity Leasing Agreement:

	6.1		The shareholders’ general meeting of Unicom Red Chip approves the transfer by the Transferor of its rights and obligations under the CDMA Network Capacity Leasing Agreement to the Transferee pursuant to the applicable laws, regulations and listing rules;
	6.2		The conditions stipulated in Article 3 of the CDMA Network Capacity Leasing Agreement have been fulfilled.

7.		Force majeure
		If any party is unable to perform the relevant obligations under this Agreement and its relevant annexes in accordance with the applicable provisions as a result of any force majeure events the occurrence and consequence of which are unforeseeable or unavoidable and cannot be overcome, such party shall immediately inform the other party of the situation and within fifteen days of any such occurrence, provide the relevant details and valid supporting documents for the failure or partial failure in performing or the reasons for the postponement of the performance of the relevant obligations under this Agreement and the related annexes. The parties shall negotiate with each other and decide whether to terminate, partly waive or postpone the performance of such obligations according to the extent of the impact of the force majeure events on the performance of the obligations.
8.		Confidentiality
		Save as otherwise required by the laws or the relevant regulatory authorities, or for the purpose of any disclosures to be made by Unicom A Share Company to the SSE or Unicom Red Chip to The Stock Exchange of Hong Kong Limited, neither party shall be entitled to provide or disclose any data or information relating to the operations of the other party to any company, enterprise, organization or individuals without the permission in writing from the other party.
9.		No waiver
		Unless otherwise required by the laws, no failure or delay by either party in exercising any of its rights, powers or privileges shall be deemed to be a waiver of such rights, powers or privileges, and any partial exercise of the rights, powers or privileges shall not prejudice the future exercise of such rights, powers or privileges.
10.		Notification
		Any notice relating to this Agreement shall be made in writing and delivered by

one party hereto to the other party by hand, by way of facsimile or by mail. If such notice is delivered by hand, it shall be deemed to have been served upon delivery. If it is sent by facsimile, it shall be deemed to have been served when the fax machine indicates the fax has been sent. If such notice is delivered by mail, it shall be deemed to have been served on the third working day (extended in the event of any statutory holidays) after dispatch of the mail. Any notice shall take effect once served.

Addresses of the parties hereto:

China United Telecommunications Corporation Ltd.		China Unicom Corporation Limited
Attention: Xxxx Xxxxx		Attention: Xxxx Xxxxxxx
Postal address: 29/F, Xx. 0000 Xxxxxxxxx Xxxx, Xxxxxxxx		Postal address: Xxxx 0000, Xxxxx 00, Xx. 000X Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Postal Code: 200050		Postal Code: 100032

11.		Governing law
		This Agreement is governed the PRC law and shall be construed and enforced in accordance with such law.
12.		Settlement of disputes
		All disputes resulting from the execution of this Agreement or relating to this Agreement (including, but not limited to, the duration, rental or minimum rental for any extended lease term) shall be settled by the parties through friendly negotiations. If an agreement for the settlement of the dispute cannot be reached within thirty (30) days upon request by one party for settling the dispute through negotiation, either party shall be entitled to refer the dispute to China International Economic and Trade Arbitration Commission to be solved through arbitration in Beijing by three (3) arbitrators pursuant to the then effective arbitration rules. The language for arbitration shall be Chinese. The arbitration decision shall be final and binding on both parties. Unless otherwise required by the arbitration tribunal, the arbitration fees shall be borne by the losing party.
13.		Others

13.1 Upon reaching agreements through negotiation, the parties may amend or supplement this Agreement and its annexes and all such amendments or supplements shall take effect after executed in writing by the legal or authorized representatives of the parties and sealed with their common seals.

	13.2		This Agreement is severable, that is, if any article under this Agreement and its annexes is confirmed to be in violation of the laws and unenforceable, this shall not affect the validity and enforceability of any other articles of this Agreement and its annexes.
	13.3		This Agreement is signed in four copies with each party holding two copies. All copies shall have equal legal status.

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China United Telecommunications Corporation Ltd. (Common seal)

Legal or authorized representative: /s/ Sun Qian

China Unicom Corporation Limited (Common seal)

Legal or authorized representative: /s/ Xxxx Xxxx